1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended MARCH 31, 1999
COMMISSION FILE NUMBER 33-46573
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CAPITAL HOLDINGS, INC.
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(Exact name of registrant as specified in its Charter)
OHIO 34-1588902
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5520 MONROE STREET, SYLVANIA, OH 43560
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(Address of principal executive offices and zip code)
(419) 885-7379
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
(1) YES X (2) NO
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As of March 31, 1999, there were 2,024,625 shares of common stock outstanding.
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CAPITAL HOLDINGS, INC.
INDEX
PAGE NUMBER
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PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements (Unaudited):
Consolidated balance sheets
March 31, 1999 and December 31, 1998 3
Consolidated statements of income
Three months ended March 31, 1999 and 1998 4
Consolidated statements of shareholders' equity
Three months ended March 31, 1999 and 1998 5
Consolidated statements of cash flows
Three months ended March 31, 1999 and 1998 6
Notes to consolidated financial statements 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8 - 12
PART II. OTHER INFORMATION 13
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SIGNATURES 14
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3
CAPITAL HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
MARCH 31, 1999 DECEMBER 31, 1998
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ASSETS
Cash and due from banks $17,998,603 $18,262,969
Federal Funds Sold 7,500,000 11,000,000
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Total Cash and Cash Equivalents 25,498,603 29,262,969
Investment Securities Available for sale, at fair value 190,801,947 184,583,020
Loans 621,140,249 578,369,916
Less: Allowance for credit losses 8,671,582 8,145,982
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Net loans 612,468,667 570,223,934
Bank premises and equipment 9,700,397 9,751,447
Interest receivable and other assets 9,668,414 7,806,606
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Total Assets $848,138,028 $801,627,976
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LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Interest bearing $638,665,478 $606,571,823
Noninterest bearing 59,410,889 56,494,624
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Total deposits 698,076,367 663,066,447
Short-term borrowings 81,031,865 72,016,334
Interest payable and other liabilities 9,692,018 8,122,982
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Total Liabilities 788,800,250 743,205,763
SHAREHOLDERS' EQUITY
Common stock, no par value, $.50 stated value;
3,000,000 shares authorized and 2,024,625 shares
issued and outstanding (2,016,408 at December 31, 1998) 1,012,313 1,008,204
Capital in excess of stated value 34,619,319 34,201,997
Retained earnings 22,794,331 21,197,999
Other comprehensive income 911,815 2,014,013
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Total Shareholders' Equity 59,337,778 58,422,213
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Total Liabilities and Shareholders' Equity $848,138,028 $801,627,976
=========================== ==========================
See Accompanying Notes
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CAPITAL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
THREE MONTHS ENDED
MARCH 31
1999 1998
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Interest income:
Loans, including fees $12,075,811 $10,204,402
Securities 2,897,766 2,690,627
Federal funds sold 80,704 114,572
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Total interest income 15,054,281 13,009,601
Interest expense:
Deposits 7,309,057 6,962,076
Short-term borrowings 1,036,235 480,057
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Total interest expense 8,345,292 7,442,133
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Net interest income 6,708,989 5,567,468
Provision for credit losses 525,000 230,000
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Net interest income after provision for credit losses 6,183,989 5,337,468
Other income:
Securities gains, net 29,886 13,210
Other 433,914 330,740
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Total other income 463,800 343,950
Other expenses:
Salaries and employee benefits 1,927,672 1,604,423
Equipment 228,840 193,642
Taxes other than income 134,206 120,475
Courier services 166,593 143,253
Net occupancy 95,461 71,269
Other 1,007,775 856,074
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Total other expenses 3,560,547 2,989,136
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Income before provision for federal income tax 3,087,242 2,692,282
Provision for federal income tax 1,005,000 880,000
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Net income $2,082,242 $1,812,282
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Net income per share:
Basic $1.03 $0.91
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Diluted $1.00 $0.90
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Average shares outstanding:
Basic 2,019,839 1,998,444
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Diluted 2,072,127 2,023,934
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See Accompanying Notes
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CAPITAL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 1999 AND 1998
COMMON STOCK CAPITAL IN
------------------------------------- EXCESS OF RETAINED
SHARES AMOUNT STATED VALUE EARNINGS
----------------- --------------- -----------------------------------
Balance at January 1, 1999 2,016,408 $1,008,204 $34,201,997 $21,197,999
Net income 2,082,242
Unrealized gains (losses) on securities, net of tax
Comprehensive Income
Exercise of common stock options 4,260 2,130 181,881
Issuance of common stock shares 6,957 3,479 413,941
Repurchase of treasury stock shares (3,000) (1,500) (178,500)
Cash dividend declared, $.24 per share (485,910)
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Balance at March 31, 1999 2,024,625 $1,012,313 $34,619,319 $22,794,331
=========================================================================
Balance at January 1, 1998 1,991,922 $995,961 $33,179,413 $15,014,646
Net income 1,812,282
Unrealized gains (losses) on securities, net of tax
Comprehensive Income
Exercise of common stock options 4,250 2,125 67,745
Issuance of common stock shares 4,338 2,169 201,717
Cash dividend declared, $.21 per share (420,107)
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Balance at March 31, 1998 2,000,510 $1,000,255 $33,448,875 $16,406,821
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OTHER TOTAL
COMPREHENSIVE SHAREHOLDERS'
INCOME EQUITY
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Balance at January 1, 1999 $2,014,013 $58,422,213
Net income 2,082,242
Unrealized gains (losses) on securities, net of tax (1,102,198) (1,102,198)
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Comprehensive Income 980,044
Exercise of common stock options 184,011
Issuance of common stock shares 417,420
Repurchase of treasury stock shares (180,000)
Cash dividend declared, $.24 per share (485,910)
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Balance at March 31, 1999 $911,815 $59,337,778
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Balance at January 1, 1998 $1,356,662 $50,546,682
Net income 1,812,282
Unrealized gains (losses) on securities, net of tax (223,344) (223,344)
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Comprehensive Income 1,588,938
Exercise of common stock options 69,870
Issuance of common stock shares 203,886
Cash dividend declared, $.21 per share (420,107)
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Balance at March 31, 1998 $1,133,318 $51,989,269
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See Accompanying Notes
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CAPITAL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED
MARCH 31
1999 1998
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OPERATING ACTIVITIES:
Net Income $2,082,242 $1,812,282
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for credit losses 525,000 230,000
Depreciation and amortization 192,285 161,146
Amortization and accretion of security premiums and discounts (11,348) (3,576)
Gain on sale of securities (29,885) (13,210)
Deferred income taxes (178,500) (78,200)
Changes in assets and liabilities:
Increase in interest receivable and other assets (1,115,507) (1,050,317)
(Decrease)/increase in interest payable and other liabilities 1,567,064 (1,573,285)
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Total adjustments 949,109 (2,327,442)
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Net cash provided by operating activities 3,031,351 (515,160)
INVESTING ACTIVITIES:
Purchase of securities available for sale (19,296,627) (18,615,440)
Net increase in loans (42,769,733) (12,085,431)
Purchase of bank premises and equipment (141,234) (136,997)
Proceeds from maturities of securities available for sale 1,169,949 854,257
Proceeds from sales of securities available for sale 10,278,984 7,013,313
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Net cash used in investing activities (50,758,661) (22,970,298)
FINANCING ACTIVITIES:
Net increase in deposits 35,009,920 3,552,079
Net increase in short-term borrowings 9,015,531 12,000,000
Issuance of common stock 601,431 273,756
Repurchase of treasury stock (180,000) 0
Dividends paid (483,938) (338,432)
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Net cash provided by financing activities 43,962,944 15,487,403
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Increase in cash and cash equivalents (3,764,366) (7,998,055)
Cash and cash equivalents at beginning of period 29,262,969 23,291,951
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Cash and cash equivalents at end of period $25,498,603 $15,293,896
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Supplemental disclosures:
Interest paid $8,619,503 $7,527,276
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Income taxes paid $225,000 $175,000
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See Accompanying Notes
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CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1999
(UNAUDITED)
BASIS OF PRESENTATION
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The unaudited consolidated financial statements include the accounts of Capital
Holdings, Inc. (the Company) and its wholly owned subsidiaries, Capital Bank,
N.A. (the Bank) and CBNA Building Company, which is a real estate subsidiary
that owns and leases to the Bank, its only operating facility.
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions of Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. All adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Significant
intercompany balances and transactions have been eliminated in the consolidated
financial statements. For further information refer to the consolidated
financial statements and notes thereto appearing in the Company's annual report
on Form 10-K for the year ended December 31, 1998.
The Bank's maximum exposure to credit losses for loan commitments and standby
letters of credit outstanding at March 31, 1999 was $267,764,000 and
$19,702,000, respectively, compared to $237,290,000 and $16,819,000,
respectively, at December 31, 1998. The increase in loan commitments is due to
owner-occupied real estate construction to take place within the next twelve
months. Management does not anticipate any significant losses as a result of
these commitments.
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CAPITAL HOLDINGS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Loan growth for the first quarter of 1999 was $42,770,000 or 7.4%. The allowance
for credit losses at March 31, 1999, was $8,672,000 or 1.4% of total loans,
compared to $8,146,000 or 1.4% of total loans at December 31, 1998. The Bank had
no write offs during the first quarter of 1999. Nonperforming loans represent
.10% of total loans at March 31, 1999. Management considers the allowance to be
adequate at this time. At March 31, 1999, the Bank had no impaired loans.
Securities available for sale totaled $190,802,000 or 22.5% of total assets at
March 31, 1999. The Bank continues to maintain very high investment quality with
79.2% of total securities in U.S. Treasury and Agency securities. The Bank has
no high-risk on or off balance-sheet derivatives. The total market value of the
portfolio decreased $1,102,000 (net of tax) during the first quarter of 1999.
This is a reflection of the fluctuation in bond rates on both long and
short-term security maturities. The Bank's portfolio has a weighted average life
to maturity of approximately 2.4 years.
The Company's primary asset is its subsidiary bank, which is in its tenth year
of operation. For the three months ended March 31, 1999, the Bank experienced an
increase in net deposits. Deposits increased $35,010,000 or 5.3% during the
first quarter of 1999.
Consolidated net income for the first quarter of 1999 was $2,082,000 or $1.00
per diluted share, and $1,812,000 or $.90 per diluted share for the first
quarter of 1998. The increase in income before provision for federal income
taxes, excluding securities gains, for the three months ended March 31, 1999,
represents a 14.1% increase over the same period of 1998. This increase is a
direct result of growth in earning assets, careful attention to noninterest
expenses and an increase in fees collected on lending transactions. The income
tax provision of approximately 32% for the three months ended March 31, 1999,
remained comparable to the same period last year.
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CAPITAL HOLDINGS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Operating expenses of the Company continue to increase relative to the Bank
growth. Net overhead as a percentage of average assets has increased slightly
from 1.72% for the year ended December 31, 1998, to 1.75% for the three months
ended March 31, 1999. Salaries and benefits represent 54.1% of other expenses
for the three months ended March 31, 1999, compared to 53.7% for the three
months ended March 31, 1998. Salary expense for the three months ended March 31,
1999, increased 20.1% over the same period for 1998. Staff levels have increased
from 103 to 122 (full time equivalents) over the past 12 months, to accommodate
the increased growth of the bank. Average assets per employee has increased from
$6,793,000 at December 31, 1998, to $6,809,000 at March 31, 1999.
The Tier I Capital ratio was 8.71%, the Total Capital ratio was 9.96%, and the
Leverage ratio was 7.09% at March 31, 1999, compared to regulatory capital
requirements of 4%, 8% and 4%, respectively. These ratios are well in excess of
the regulatory capital requirements.
Shareholders equity has continued to increase from retained earnings of net
income. A $.24 per share cash dividend was paid on January 25, 1999 and April
25, 1999. Annualized, these cash dividends represent 22% of the current years
projected earnings.
On January 1, 1998, Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related Information" (SFAS
131), became effective. Statement 131 established standards for the reporting of
information about operating segments and related disclosures about products and
services, geographic areas and major customers. The Company operates primarily
in one business segment as a focused commercial business lender. The Company
offers a full set of commercial lending products and services through one
banking office and a comprehensive courier program that enhances customer
service. The Company's primary sources of revenue are interest income and fees
from its investments and commercial loan products.
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CAPITAL HOLDINGS, INC.
MANAGEMENT' S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
In June 1998, the FASB issued Statement No. 133. "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes accounting and
reporting standards for hedging activities and for derivative instruments,
including certain derivative instruments embedded in other contracts. This
statement requires a company to recognize all derivatives as either assets or
liabilities in its balance sheet and measure those instruments at fair value. If
certain conditions are met, a derivative may be specifically designated as a
fair value, cash flow, or foreign currency hedge. The accounting for changes in
the fair value of a derivative (i.e. gains and losses) depends on the intended
use of the derivative and the resulting designation. This statement is effective
for all fiscal quarters of fiscal years beginning after June 15, 1999. Presently
the Company does not utilize derivative or related types of financial
instruments except for Federal agency collateralized mortgage obligations.
Therefore, this Statement is not anticipated to have a material impact on the
Company.
YEAR 2000
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The Company initiated a company-wide project to prepare its computer systems,
application and infrastructure for Year 2000 compliance. The following
discussion of the implications of the Year 2000 issue for the Company contains
numerous forward-looking statements based on inherently uncertain information.
The cost of the project and the date on which the Company plans to complete the
internal Year 2000 modifications are based on management's best estimates, which
management derived utilizing a number of assumptions of future events including
the continued availability of internal and external resources, including
employees, third party modifications and other factors. However, there can be no
guarantee that these estimates will be achieved and actual results could differ.
In 1996, management determined that many of the Company's critical processes
might not be ready to operate normally in the year 2000 and beyond without
remediation. Since then, the Company completed an assessment and efforts began
to correct and validate compliance. In 1997, the Company alerted its business
customers of the Year 2000 problem and assessed the readiness preparations of
its major customers and suppliers. Resolution of the Year 2000 problem is among
the Company's highest priorities.
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CAPITAL HOLDINGS, INC.
MANAGEMENT' S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Company prepared a project plan, identified its major application and
processing systems, and is using internal and external resources to modify or
replace nonready systems. The Company tested identified critical systems for
readiness as part of this process. In addition, the Company evaluated customers
and vendors who have significant relationships with the Company to determine
whether they are preparing and will be ready for the Year 2000. The Company
considered the potential failure of those customers to be adequately prepared as
part of the credit and review process. However, there can be no guarantee that
the remediation of the systems of the Company's vendors or customers will be
completed on a timely basis.
The Company upgraded computer hardware and software during 1998 to meet its
strategic plan of enhancing its products and services from a competitive
viewpoint. This decision was not related to Year 2000 compliance issues. The
newly installed systems are Year 2000 compliant. The cost of these systems was
approximately $600,000 which was capitalized. The Company has reviewed other
systems, including desktop computers and facilities-related items for Year 2000
compliance. Anticipated costs related to the remaining hardware and software
purchases, associated reprogramming, and remedial actions did not exceed
$100,000 in 1998 nor is it expected to exceed that amount in 1999 or 2000. The
Company will fund the costs through normal operating cash flow. The project is
staffed primarily with internal staff redeployed from less time-sensitive
assignments.
The Company is reliant on suppliers and customers, and we are addressing Year
2000 issues with both groups. As of December 31, 1998, we had identified
critical vendors and had completed formalized risk assessments of their Year
2000 readiness plans and status.
The Company is also reliant on its customers to make the necessary preparations
for Year 2000 so that their business operations will not be interrupted, as an
interruption could threaten their ability to honor financial commitments. The
Company has identified approximately 300 relationships, consisting of borrowers,
capital market counter parties, funding sources, and large depositors as having
financial volumes sufficiently large to warrant inquiry as to Year 2000
preparation. The Company had substantially completed a formal assessment of risk
based on these initial reports as of December 31, 1998. Customers found to have
a significant risk of not being ready for Year 2000 are encouraged to make the
necessary effort. The Company is undertaking measures to minimize risk with
those that appear to pose a significant risk. Quarterly reviews and follow-up
assessments of customers will continue through 1999.
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CAPITAL HOLDINGS, INC.
MANAGEMENT' S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Company's Year 2000 change program includes the active involvement of senior
executives as well as seasoned project managers from throughout the company.
Senior executives, the board of directors and a project steering committee
regularly review the overall program. The federal and state agencies that
regulate the banking industry also monitor the program. The Company's outside
internal audit firm also reviewed the Company's project status.
The Company grouped the principal risks associated with the Year 2000 problem
into three categories. The first is the risk that the Company does not
successfully ready its operations for the Year 2000. The Company, like other
financial institutions, is heavily dependent on its computer systems. Year 2000
compliant systems have already been implemented and tested and management
believes it will be able to make any additional minor necessary corrections in a
timely manner.
Computer failure of third parties may also impact the Company's operations. The
most serious impact on the Company's operations from suppliers would result if
basic services such as telecommunications, utilities, and services provided by
other financial institutions and governmental agencies were disrupted. While the
Company has assessed its suppliers, it does not yet have sufficient information
to estimate the likelihood of significant disruptions among its suppliers.
Operational failures among the Company's sources of major funding and larger
borrowers could affect their ability to continue to provide funding or meet
obligations when due. It is not possible to accurately estimate the likelihood,
or potential impact, of significant disruptions among the Company's funding
sources and obligors at this time.
The Company has developed contingency plans and business resumption contingency
plans specific to the Year 2000. Business resumption contingency plans address
the actions that would be taken if critical business functions can not be
carried out in the normal manner due to system or supplier failure.
The Company is developing plans designed to coordinate the efforts of its
personnel and resources in addressing any Year 2000 problems that become known
after December 31, 1999.
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PART II. OTHER INFORMATION
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 Financial Data Schedule
(b) No reports on Form 8-K were filed for the quarter ended March 31,
1999.
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SIGNATURES
Pursuant to the requirements for the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CAPITAL HOLDINGS, INC.
Date 5/11/1999 /s/ Michael P. Killian
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Michael P. Killian, Chief Financial Officer,
Senior Vice President
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